Change of Control Event

Change of Control Event. Means (1) prior to an IPO, (x) the occurrence of any Person, other than Alleghany or an Affiliate of Alleghany (such Person, the "Acquiring Person"), owning directly or indirectly more than 50% of the outstanding voting securities (weighted by voting power) of the Company, or (y) a sale of more than 50% of the total gross fair market value of the assets of the Company to an Acquiring Person, and (ii) subsequent to an IPO, (x) the occurrence of an Acquiring Person or a Group, owning directly or... indirectly more than 50% of the outstanding voting securities (weighted by voting power) of the Company, or (y) a sale of more than 50% of the total gross fair market value of the assets of the Company to an Acquiring Person or Group. View More

Change of Control Event. Defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and as set forth in Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), as amended.

Change of Control Event. A "change in control event" (as such term is defined for purposes of Code Section 409A) with respect to Harley-Davidson, Inc.

Change of Control Event. Means any transaction or series of transactions pursuant to which (a) Old Ironsides fails to hold, of record and beneficially, a majority of the Class A Units (as defined in the LLC Agreement) of Owner, or (b) Owner or its subsidiaries dispose of all or a material portion of the Assets.

Change of Control Event. The term 'Change of Control Event' means a Change in Ownership of Valmont, a Change in Effective Control of Valmont, or a Change in the Ownership of a Substantial Portion of Valmont's Assets.

Change of Control Event. Shall mean the occurrence of any of the following events: (i) the acquisition at any time (excluding any acquisition in connection with any public offering of equity securities of the Company pursuant to a registration statement filed under the Securities Act or any acquisition by management personnel, directly or indirectly) by a "person" or "group" (as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange ... Act")) (excluding, for this purpose, the Company or any Subsidiary or any employee benefit plan of the Company or any Subsidiary) of the beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities representing fifty percent (50%) or more of the combined voting power of the then-outstanding securities of the Company, (ii) the acquisition at any time (excluding any acquisition in connection with any public offering of equity securities of the Company pursuant to a registration statement filed under the Securities Act or any acquisition by management personnel, directly or indirectly) by a "person" or "group" (as used in Sections 13(d) and 14(d)(2) of the Exchange Act) of equity securities that have the voting authority to appoint a majority of the persons on the Company's Board of Directors, (iii) the Company consolidates with, or merges with or into, another entity (other than a Parent or Subsidiary in a transaction which is not otherwise a Change of Control Event), or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person or entity, or any entity consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which the outstanding voting stock of the Company is converted into or exchanged for cash, securities or other property, and as a result of which immediately following such transaction the shareholders of the Company shall not hold, directly or indirectly, a majority of the voting power of the then-outstanding securities of the surviving entity, (iv) during any consecutive two-year period commencing on or after June 1, 2006, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company, was approved by a vote of 66-2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office, or (v) a liquidation or dissolution of the Company (other than a liquidation into a parent or Subsidiary that is not otherwise a Change of Control Event). View More

Change of Control Event. Shall mean the occurrence of any one of the following: (i) Continuing Outside Directors (as hereinafter defined) no longer constitute at least two-thirds (2/3) of Outside Directors (as hereinafter defined) of FLIC; (ii) There shall be consummated a merger or consolidation of FLIC, unless at least two-thirds (2/3) of Continuing Outside Directors are to continue to constitute at least two-thirds (2/3) of Continuing Directors; ... (iii) At least two-thirds (2/3) of Continuing Outside Directors determine that action taken by stockholders constitutes a Change of Control Event; or (iv) The Bank shall cease to be a wholly-owned subsidiary of FLIC. View More

Change of Control Event. Shall mean, with respect to Borrower, (a) an event or series of events by which any person, entity or group (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of persons or other entities acting in concert as a partnership or other group (a "Group of Persons") (other than persons who are, or Groups of Persons entirely made up of, (i) management personnel of Borrower or ... (ii) any affiliates of any such management personnel) shall, as a result of a tender or exchange offer or offers, an open market purchase or purchases, a privately negotiated purchase or purchases or otherwise, become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, except that a person or entity shall be deemed to have "beneficial ownership" of all securities that such person or entity has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 20% or more of the combined voting power of the then outstanding voting stock of Borrower; or (b) Borrower consolidates with, or merges with or into, another person or entity, or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person or entity, or any person or entity consolidates with, or merges with or into Borrower, in any such event pursuant to a transaction in which the outstanding voting stock of Borrower is converted into or exchanged for cash, securities or other property. View More

Change of Control Event. Means any of the following: (A) the Company enters into an agreement to merge or consolidate, or otherwise reorganize, with or into one or more persons other than an affiliate, as a result of which the outstanding voting securities of the Company immediately prior to such merger or consolidation are, or are to be, converted (1) solely into cash or non-voting securities of the surviving or resulting person, or (2) at least in part into voting securities of the surviving or resulting person, but... such voting securities will represent less than 50% of the outstanding voting securities of the surviving or resulting person; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to a person that is not an affiliate; or (C) a person that was not a holder of voting securities of the Company (or an affiliate thereof) as of the date hereof acquires directly or indirectly 50% or more of the Company's outstanding voting securities. View More

Change of Control Event. Any of the following events: (i) the event specified in clause (i)(b) of the definition of "Change of Control" contained in the Indenture, dated as of June 3, 1997, as amended from time to time, between the Corporation and United States Trust Company of New York, as Trustee; (ii) the event specified in clause (i) of the definition of "Change of Control" contained in the Indenture, dated as of March 3, 1998, as amended from time to time, between the Corporation and United States Trust Company of... New York, as Trustee; (iii) the event specified in clause (i) of the definition of "Change of Control" contained in the Indenture, dated as of November 5, 1998, as amended from time to time, between the Corporation and United States Trust Company of New York, as Trustee; and (iv) the event specified in clause (a) of the definition of "Change of Control" contained in the Senior Credit Agreement. View More